August 13, 2010 Antioquia Gold Closes Previously Announced Private Placement With Desafio Minero
August 13, 2010, Calgary, Alberta - Antioquia Gold Inc. (TSX-V: AGD) ("Antioquia" or the "Corporation") stated today that it had closed the previously announced non-brokered private placement with Desafio Minero S.A.C. ("Desafio"). Antioquia issued to Desafio: (i) 12,128,101 common shares of the Corporation at a price of Cdn.$0.20 per common share for gross proceeds to the Corporation of Cdn.$2,425,620.20; and (ii) a special warrant at a price of Cdn.$808,540 that is convertible into 4,042,700 common shares of the Corporation at no additional consideration upon the receipt of the approval of Antioquia's shareholders and the TSX Venture Exchange (the "TSXV") for Desafio becoming a "control person" of the Corporation. Until receipt of shareholder approval, the Cdn.$808,504 will be held in escrow. Antioquia will hold a meeting of its shareholders on September 30, 2010 to seek shareholder approval, and has agreed to recommend that shareholders vote in favour of having Desafio become a "control person".
In connection with the private placement closing, Antioquia paid a finder's fee in the amount of $169,793.41 and issued 848,967 compensation options (the "Compensation Options"), with each Compensation Option exercisable into one common share at a price of $0.20 from the date of issuance.
All of the securities, including the Compensation Options issued, are subject to a four month hold period that will expire on December 14, 2010. Antioquia has received conditional TSXV acceptance for the private placement but it remains subject to final TSXV approval.
The net proceeds of the private placement will be used by the Corporation for general working capital purposes and for the continuation of its exploration activities and drilling programs in Colombia, including on its principal asset, the Cisneros Project, located 70 kilometers northeast of Medellin in the Department of Antioquia, Colombia.
Antioquia also announced the entering into of a strategic alliance agreement with Desafio pursuant to which Desafio has been granted certain rights, including the right to maintain its percentage equity ownership interest in the Corporation, the ability to nominate at least one director to Antioquia's board as long as Desafio's ownership interest remains above 10%, and a right of first refusal in respect of the sale by Antioquia of any of its mineral property assets. Desafio will be considered a preferred joint venture partner in any future potential joint ventures especially as they relate to any asset sale or Antioquia's 32,000 hectare Strategy Properties portfolio. The six projects comprising the Strategic Properties portfolio are all located throughout the prolific Cauca Porphyry Belt near such notable properties as Marmato and Buritica. Antioquia will be considered by Desafio as a preferred joint venture partner in any future opportunities they develop in Colombia.
Antioquia Gold Inc.
Antioquia Gold is a Calgary-based mineral exploration company, focused on searching out precious metals and other opportunities in Colombia since 2007. The Corporation's flagship property is the Cisneros Project, located 70 kilometres northeast of Medellin in the Department of Antioquia. Exploration on the Cisneros Project is ongoing and includes drilling, trenching, ground geophysics and soil sampling. Antioquia also controls 32,000 hectares of exploration concessions in the Cauca Porphyry Belt of Colombia.
Caution regarding forward-looking information:
Certain statements contained herein constitute forward-looking statements, including statements concerning the the anticipated use of proceeds. Antioquia believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. The forward-looking statements included in this press release are made as of the date of this press release and Antioquia disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.